Peak Resorts to Buy Snow Time (Liberty, Whitetail and Roundtop)

https://www.peakresorts.com/news-updates/snowtime/

PEAK RESORTS TO ACQUIRE SNOW TIME FOR $76 MILLION

Accretive Transaction Expands Peak’s Northeast Portfolio
with the Addition of Three High-Quality Resorts

Wildwood, Missouri– September 24, 2018– Peak Resorts, Inc. (NASDAQ:SKIS) (“Peak” or the “Company”), a leading owner and operator of high-quality, individually branded U.S. ski resorts, announced today that it has entered into a definitive agreement to acquire privately-held Snow Time, Inc. (“Snow Time”) for $76 million in total consideration.

Snow Time owns and operates three ski resorts in Pennsylvania: Liberty Mountain Resort, Whitetail Resort and Roundtop Mountain Resort. The three resorts are within driving distance of the Baltimore-Washington D.C. market, which comprises nearly 10 million people, and welcomed more than 600,000 visitors during the 2017/2018 ski season. Snow Time’s resorts offer a combined 65 trails, more than 325 skiable acres, and an average of approximately 700 vertical feet of terrain. Snow Time also operates two 18-hole golf courses, a 115-room hotel and 22,000 square foot conference center at Liberty Mountain Resort, and more than 20 food and beverage locations across its three resorts.

Snow Time generated approximately $50 million in revenue and approximately $11 million in adjusted EBITDA for the twelve-month period ended March 31, 2018, resulting in a purchase multiple of approximately 6.8x, before giving effect to expected operating synergies (a reconciliation from Net Income to Adjusted EBITDA, which is a non-GAAP financial measure, is provided at the end of this press release). The transaction is expected to be completed prior to the beginning of the 2018/2019 ski season,subject to the satisfaction of customary closing conditions.

“The transformative acquisition of Snow Time offers a rare opportunity for Peak Resorts to dramatically grow our company by expanding the number of destinations for our Peak Pass holders in the Northeast while growing our presence in the very attractive and densely populated markets of Baltimore and Washington, D.C.,” said Timothy D. Boyd, President and Chief Executive Officer of Peak Resorts. “Over the course of more than 50 years, Irvin Naylor and his team have established three exceptionally well cared for mountain resorts across the southern tier of Pennsylvania and we are delighted to welcome these wonderful facilities and the Snow Time team to the Peak Resorts family. Furthermore, we expect the addition of these turn-key resorts to our portfolio ahead of the 2018/2019 ski season will result in immediate financial benefits for Peak Resorts.

“Since introducing the Peak Pass in 2015, Peak Resorts has consistently sought to ensure that our unlimited pass offerings for all ages provide unmatched value, particularly as many of our customers live within driving distance of our resorts and visit us frequently throughout the season. We believe the broad array of four-season amenities offered by the Snow Time resorts will be additive to our existing summer business in the Northeast, while the full slate of winter activities available to visitors at Liberty, Roundtop and Whitetail will help to enhance the value of the Peak Pass. By adding these new mountain destinations to our Peak Pass portfolio, we can drive additional value for our most loyal customers. In addition, all three mountains greatly expand our night skiing capabilities, further extending the fun for all visitors and providing a highly sought-after differentiating factor. Importantly, season pass holders at Liberty, Roundtop and Whitetail who have already made the decision to purchase or renew their season passes for the 2018/2019 ski season will have the ability to upgrade to the Peak Pass and enjoy all 10 of our Northeast resorts. We expect to provide these customers with more details, including pricing options, in the coming weeks.”

Irvin S. Naylor, Founder and Chairman of Snow Time, added, “I am extremely pleased to pass along the stewardship of Snow Time and our three mountain resorts to Peak Resorts. Having watched the progress they continue to make at the formerly family-owned Hunter Mountain, I view Peak Resorts as the perfect operators to take Liberty, Roundtop and Whitetail to the next level. For more than 50 years, my team and I have grown these three resorts into the magnificent properties they are today and we are delighted that Peak Resorts will continue to grow their appeal for the next generation and beyond.”

The $76 million in total consideration for the proposed acquisition includes $70 million payable in cash and $6 million payable in shares of Peak Resorts common stock, which the Company will issue to Snow Time’s stockholders. Peak Resorts has obtained committed financing for the cash portion of the purchase price, consisting of: a $50 million, two-year senior secured term loan from CAP 1 LLC, which will accrue interest at an annual rate of 6.95% and carry no prepayment penalty; and $20 million in proceeds from the sale of 20,000 shares of Series A cumulative convertible preferred stock and issuance of accompanying warrants to CAP 1 LLC pursuant to an existing securities purchase agreement. Peak Resorts may elect to extend the term loan for a period of one year at its option. The funding of the term loan is subject to the satisfaction of customary conditions, as well as satisfaction of the terms and covenants, including consent rights of lenders, under the Company’s existing debt agreements and the sale of the Series A preferred stock and accompanying warrants to Cap 1 LLC. The Company has agreed to issue Cap 1 LLC additional warrants in lieu of loan fees and upon exercise of the one-year extension. The Company is required to seek shareholder approval to issue the securities to Cap 1 LLC under applicable Nasdaq rules. The Company plans to pursue a refinancing of its capital structure, which it expects will include the replacement of the $50 million senior secured term loan, within the next two years.

The Company has prepared a supplemental presentation with additional information regarding the proposed acquisition of Snow Time which interested parties can access at ir.peakresorts.com (select “Presentations”).

About the Resorts

Liberty Mountain Resort offers 22 trails and three terrain parks spread across 100 skiable acres and 620 vertical feet of terrain serviced by nine lifts and full snowmaking coverage, and offers night skiing and tubing, along with a full suite of amenities, including a 115-room hotel and 18-hole golf course. Nestled near the scenic Catoctin Mountains on 400 beautiful acres, Liberty Mountain is located approximately 55 miles from Harrisburg,70 miles from Baltimore and 90 miles from Washington D.C.

Roundtop Mountain Resort offers 20 trails and two terrain parks spread across 100 skiable acres and 600 vertical feet of terrain serviced by eight lifts and full snowmaking coverage, and offers night skiing and riding, and tubing. The resort’s Learn to Ski and Snowboard program was recently named “Best in the Country” by the National Ski Areas Association. Roundtop is located approximately 20 miles from Harrisburg, 75 miles from Baltimore, and 120 miles from Washington D.C.

Whitetail Resort offers 23 trails, two terrain parks and a half pipe spread across 125 skiable acres and 935 vertical feet of terrain serviced by nine lifts with full snowmaking coverage, as well as night skiing and riding, tubing and summer amenities, including an 18-hole golf course. Whitetail’s beginner programs were recognized as the best in the country by the National Ski Areas Association during the 2010/2011 winter season. Whitetail is located approximately 90 miles from Washington D.C. and 95 miles from Baltimore.

Comments

  • well that's quite a move. Peak seems comfortable with small areas where snow is scarce

  • Wow ...

    Whitetail and Liberty have been my home areas since 2007. I've had one sort of pass or card at the Snow Time ski areas for a decade. I have my 2018-19 pass already and will probably not upgrade this time around but will consider doing so for years when I have a trip to two scheduled to the Northeast.

    Snow Time has done an excellent job of managing these three areas, in my opinion. In fact, I can honestly say that I've been spoiled by Liberty's lodge and snowmaking, Whitetail's cookies and HSQ, Roundtop's old-school vibe, and handy cubbies at all three places. Snow Time doesn't give much away (few ticket deals) and Whitetail projects no sense of its region or history, but I've always gotten my money's worth in days skied and in snow quality at Liberty-Whitetail-Roundtop even in some of the poor winter seasons that we and they have had to endure recently.

    OK, Peak Resorts: the pressure is on. Keep the quality of the Snow Time Resorts, maybe even make them better, and make sure that there are deals still in reach for soon-to-retire guys like me.

    Thanks to all in the Snow Time family for many great memories, and good luck to Peak Resorts (don't mess with things too much).

    Woody
  • edited September 25
    From the PEAK website, with pictures - click below. This looks like a well thought out deal...

    Three money making areas in a good market that can feed people North for vacations. Also the financing breaks away from the expensive EPR model and moves towards debt that can be systematically reduced, a really healthy change.

    ir.peakresorts.com/Cache/1500113306.PDF?O=PDF&T=&Y=&D=&FID=1500113306&iid=4110528
  • When did Sunburst, WI leave the Peak Resorts?
  • jaytrem said:

    Not sure they ever owned it...



    archive.jsonline.com/business/kewaskums-sunburst-ski-hill-sold-mk87a0u-1852901

    If that's a URL, it 404ed.

  • If that's a URL, it 404ed.

    Fixed it, sorry, cut and paste didn't go too well with the phone.
  • jaytrem said:


    If that's a URL, it 404ed.

    Fixed it, sorry, cut and paste didn't go too well with the phone.
    Still no good.
  • > @joshua_segal said:
    > If that's a URL, it 404ed.
    >
    >
    > Fixed it, sorry, cut and paste didn't go too well with the phone.
    >
    > Still no good.

    That's odd, goes right to the article when I click on it. The url in my first post that is. Basically mentions the place was purchased a few years ago and talks about the previous owner who had it for about 25 years or so. No mention of peaks folks, so they would have had to been 2 owners ago.

  • Behind The Deal: Peak Resorts Makes Strong Play With Snow Time Acquisition
    Posted by Eric Smith | Sep 24, 2018 | Exec Outdoor, SGB Executive | 0 |

    By Eric Smith
    Any talk of a ski resort “arms race” usually centers on the escalating battle between Vail Resorts Inc. and Alterra Mountain Co. to add more locations, boost pass sales and grow skier visits at their iconic mountains.
    The move that Peak Resorts Inc. made Monday—the $76 million acquisition of Snow Time Inc.—won’t generate the same buzz as deals made by its much larger competitors out West, but the Wildwood, MO-based company’s purchase does pack plenty of punch.
    Adding three Pennsylvania ski areas solidifies Peak Resorts’ position as “the strongest player in the Mid-Atlantic/Northeast regional market,” Brad Boyer of Stifel wrote Monday in a note to investors.
    Peak Resorts, which owns and operates 14 ski areas in the Northeast and Midwest, is tacking on Liberty Mountain Resort, Whitetail Resort and Roundtop Mountain Resort to its portfolio. All three areas are within driving distance of the Baltimore, MD, and Washington, DC, market, a metropolitan area with nearly 10 million people.
    “We now become one of the most dominant players in the Northeast, from the Baltimore/DC area up to Boston,” Peak Resorts CFO Chris Bub told SGB on Monday. “That’s a huge addition to grow in these metropolitan areas.”
    The three resorts, which offer a combined 65 trails, more than 325 skiable acres and an average of approximately 700 vertical feet of terrain, notched more than 600,000 visitors during the 2017-18 ski season. And for the 12-month period ended March 31, Snow Time generated about $50 million in revenue and $11 million in adjusted EBITDA.
    But the most important number for Peak Resorts might be how many new signups the company generates for its Peak Pass, which will allow skiing and snowboarding at 10 of the company’s mountains for the 2018-19 season (see below for full list).
    Bub and Jesse Boyd, Peak Resorts’ vice president of operations, spoke with SGB on Monday morning about the transaction, emphasizing that the trio of resorts being added is an excellent fit for the company’s current portfolio and will greatly increase the value of the Peak Pass.
    “This strengthens our pass,” Boyd said. “We have a really affordable pass model in the East, and we’re continuing to strengthen the areas in which we operate to give our customers more options when they want go skiing. These folks not only ski a lot in their area, but many also travel north to Vermont, New Hampshire and New York, so it really benefits our pass to add these three resorts.”
    Ski passes have become an essential sales and marketing tool for ski resort operators, most famously with Broomfield, CO-based Vail (Epic Pass) and Denver, CO-based Alterra (Ikon Pass) battling it out in recent months for market share.
    Each company’s pass allows skiers and snowboarders to access resorts from coast to coast, as well as in Canada and overseas. By adding more mountain areas to their passes, those passes becomes more attractive—especially when compared with single-mountain offerings—resulting in more customers and top-line growth.
    Another benefit is that holders are now enticed to travel to other areas covered by their multi-mountain pass. A family that skis their local mountain near Detroit, Minneapolis or Boston is more likely to make a trip to Colorado, Utah or British Columbia since the lift tickets are already paid for.
    The Snow Time deal increases the value of the Peak Pass in much the same way—for pass holders who live and ski in New Hampshire, New York, Pennsylvania or Vermont—while also increasing the value for the smaller mountains being acquired, in this case Snow Time’s Liberty, Whitetail and Roundtop.
    “When you’re an operator of only a couple of resorts, you’re at a disadvantage,” Bub said. “Being able to join the Peak family is going to help them to stay viable in their region. With the addition of Peak Pass they’re going to get additional visitors as our pass holders cross pollinate across all the different resorts. When you talk about long-term, that’s how their growth is going to continue—joining us and joining a large pass program. You see that across the West with regards with Alterra and Vail, and now you’re seeing it across the East.”
    Irvin Naylor, founder and chairman of Snow Time, said in a release that he was pleased with the deal, adding that Peak Resorts’ ongoing upgrades at one of the company’s newer assets, Hunter Mountain in New York (click here for a recent story about this project), reassured him that the company was committed to nurturing its resorts.
    [p. 1]
  • “I am extremely pleased to pass along the stewardship of Snow Time and our three mountain resorts to Peak Resorts,” Naylor said. “Having watched the progress they continue to make at the formerly family-owned Hunter Mountain, I view Peak Resorts as the perfect operators to take Liberty, Roundtop and Whitetail to the next level.”
    Boyd and Bub said Peak Resorts doesn’t have any immediate plans for capital investments in the new resorts, but only because the areas don’t have any pressing needs. Instead, the Peak team will spend the first year of ownership learning the resorts’ business models and seeing where improvements can be made down the line.
    “All three of these resorts are in really good shape,” Boyd said. “And all three of these resorts already have a very strong snowmaking system, which is very important on the East Coast.”
    Although Peak Resort shares slid 15 cents, or 2.9 percent, to $5.10 at market close Monday, the move was lauded by the analysts who cover the company.
    “With the Snow Time acquisition, Peak significantly strengthens its stronghold on the Mid-Atlantic/Northeast ski market,” Stifel’s Boyer wrote. “Having grown up skiing in the Mid-Atlantic, we see several attractive revenue synergy opportunities resulting from this deal. Notably, it is not uncommon for a MD/DC skier to convenience ski at the Snow Time assets, while taking an overnight/day trip excursion to Big Boulder/Jack Front Hunter or up into VT. As a result, we believe the Snow Time deal should significantly strengthen sales of the Peak Pass. Peak expects to have the resorts integrated into its pass program for the 2018-19 ski season.”
    And Tyler Batory of Janney Montgomery Scott LLC wrote, “We believe this deal is a positive because it shows the company is executing on its strategy to make acquisitions to drive future growth. We also believe the acquisition multiple (6.8x) is favorable.”
    The numbers of the deal were naturally important for Peak Resorts—from the 6.8x multiple to the 600,000 skier visits to the proximity of a metro area with 10 million people—but the company’s executives also looked beyond the numbers when deciding to move forward with this transaction.
    “They have strong management teams already in place, and that’s something that’s important when we’re looking at acquisitions,” Boyd said. “They fit into our culture. We operate resorts of this size, and they’re a really good fit for us moving forward.”
    As for other M&A deals, Boyd and Bub said while there weren’t others on the horizon to discuss, consolidation is likely to continue in the industry and for the company itself.
    “The good thing about Peak Resorts is our market is different than the larger players of Vail and Alterra,” Bub said. “Our market is smaller with a day or an overnight drive to resorts, and there significantly more of those resorts still available from a mergers-and-acquisition strategy standpoint.”
    “Acquisitions are a part of our long-term strategy,” Boyd added, “and we continue to look all the time.”

    Peak Resorts’ current ski areas (with Peak Pass participation noted in parentheses) are:
    Alpine Valley, Chesterland, OH
    Attitash, Bartlett, NH (Peak Pass)
    Boston Mills, Peninsula, OH
    Brandywine, Sagamore Hills, OH
    Crotched Mountain, Bennington, NH (Peak Pass)
    Hidden Valley, Wildwood, MO
    Hunter Mountain, Hunter, NY (Peak Pass)
    Big Boulder, Lake Harmony, PA (Peak Pass)
    Jack Frost, Blakeslee, PA (Peak Pass)
    Mad River Mountain, Bellefontaine, OH
    Mount Snow, West Dover, VT (Peak Pass)
    Paoli Peaks, Paoli, IN
    Snow Creek, Weston, MO
    Wildcat, Pinkham Notch, NH (Peak Pass)
    Peak Resorts’ new ski areas:
    Liberty Mountain Resort, Fairfield, PA (Peak Pass)
    Whitetail Resort, Mercersburg, PA (Peak Pass)
    Roundtop Mountain Resort, Lewisberry, PA (Peak Pass)

    https://sgbonline.com/behind-the-deal-peak-resorts-makes-strong-play-with-snow-time-acquisition/
    [p. 2
  • Peak Resorts to Buy Three Pennsylvania Mountains
    September 24, 2018 Peter Landsman Liftblog.com

    Liberty Mountain, Roundtop Mountain and Whitetail Resort will join Peak Resorts before the end of the year, the companies announced this morning. Privately-held Snow Time Inc. operates the three southern Pennsylvania properties, which generated approximately $11 million in EBITDA last year with more than 600,000 skier visits. Peak Resorts (SKIS) is traded on the Nasdaq and currently runs 14 mountain resorts in Indiana, Missouri, New Hampshire, New York, Ohio, Pennsylvania and Vermont. The $76 million cash and stock deal represents a multiple of approximately 6.8 times earnings and is expected to close prior to the beginning of the 2018-19 ski season. Liberty, Roundtop and Whitetail operate a combined 18 lifts, almost all of them built by Doppelmayr and CTEC.
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